ChargePoint Announces $300 Million Financing

Antara Capital LP to Invest $300 Million in Convertible Senior Notes in a Private Placement

ChargePoint Holdings, Inc. leading electric vehicle (EV) charging network, announced that Antara Capital LP has agreed to make a $300 million investment in ChargePoint through the purchase of convertible senior notes to support ChargePoint’s growth initiatives.

Under the terms of the investment, Antara Capital LP will purchase a total aggregate principal amount of $300 million in 3.50% / 5.00% Convertible Senior Notes due 2027 (the “Notes”). The transaction is expected to close on April 12, 2022.

The Notes will be convertible at an initial conversion price to be determined prior to closing. The initial conversion price will represent a 30.0% premium to ChargePoint’s volume-weighted average price over a pre-determined period between this announcement and closing. Upon any conversion, ChargePoint will have the right to elect settlement in cash, shares or any combination thereof in its sole discretion.

The gross proceeds from the sale of the Notes are expected to be $300 million, before deducting fees and estimated offering expenses.

ChargePoint is permitted to pay interest on the Notes in cash or through the issuance of additional Notes (“PIK Interest”), at its election. Interest payments made in cash will be based on an interest rate of 3.50% per year, and PIK Interest will be based on an interest rate of 5.00% per year. The Notes will mature on April 1, 2027, unless redeemed, repurchased or converted in accordance with their terms prior to such date. The Notes will be guaranteed by ChargePoint’s operating company and wholly owned subsidiary, ChargePoint, Inc.

Evercore acted as exclusive financial advisor to ChargePoint.

Additional information regarding this announcement may be found in a Current Report on Form 8-K that ChargePoint intends to file with the Securities and Exchange Commission (the “SEC”).

The Notes and any shares of common stock issuable upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The investment agreement contemplates that the Notes will be transferrable to qualified institutional buyers pursuant to Rule 144A under the Securities Act. ChargePoint has agreed to file a registration statement with the SEC as soon as reasonably practicable after the closing, registering the resale of the shares of common stock issuable upon the conversion of the Notes.

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